exv10w20



 





Exhibit 10.20




EMPLOYMENT AGREEMENT




BETWEEN




TETON ENERGY CORPORATION




And




 WILLIAM P. BRAND, JR.



(Employee)




          THIS
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 1, 2006, (the “Effective Date”)
is entered into by and between Teton Energy Corporation, a Delaware corporation (the “Company”),
and William P. Brand, Jr., an individual with an address at 8724 E. Phillips Place, Centennial,
Colorado 80112, (the “Employee”) (collectively, the “Parties,” individually, a “Party”).




W I T N E S S E T H:




          WHEREAS, the Board of Directors of the Company (the “Board”) has requested and the Employee has
agreed to serve the Controller and Chief Accounting Officer pursuant to the
terms and conditions herein; and 

          WHEREAS, the Board has determined that it is in the best interest
of the Company, its affiliates, and its stockholders to assure that the Company will have the
continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a
Change in Control (as defined Article Seven herein); and




          WHEREAS, the Board has determined that it is in the best interests of the Company and its
stockholders to indemnify the Employee for claims for damages arising out of or relating to the
performance of such services to the Company in accordance with the terms and conditions set forth
in this Agreement and pursuant to Delaware law; and




          WHEREAS, as an inducement to serve and in consideration for such services, the Company has agreed
to indemnify the Employee for claims for damages arising out of or relating to the performance of
such services to the Company in accordance with the terms and conditions set forth in a separate
agreement, which indemnification agreement is attached as an exhibit hereto and is incorporated
herein by reference; and




          WHEREAS, in order to accomplish these objectives and establish the rights, duties and obligations
of the Parties, which shall be generally stated herein and which may be more fully stated in other
agreements between the Parties, including equity-based agreements, indemnity agreements, and other
employment or incentive related agreements as the Company or the Board may adopt from time to time,
the Board has caused the Company to enter into this Agreement;




 









 





          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth
herein, the Parties, intending to be legally bound, hereby agree as follows:




ARTICLE ONE




DEFINITIONS





     1.

Definitions. As used in this Agreement:




     1.1      The term “Accrued Obligations,” when used in the case of the Employee’s death or
disability shall mean the sum of (1)  that portion Employee’s Base Salary that was not
previously paid to the Employee from the last payment date through the Date of Termination, and
(2) an amount equal six(6) months salary at the level of the Employee’s Base Salary then in effect,




     1.2      The term “Automatic Extension” shall have the meaning set forth in Section 2.2
herein.




     1.3      The term “Base Salary”, shall have the meaning set forth in Section 3.1 herein.




     1.4       The term “Board” shall have the meaning set forth in the recitals.




     1.5      The term “Cause” shall have the meaning set forth in Section 4.3 herein.




     1.6       The term “Common Stock” shall mean the Common Stock, par value $0.001, of the
Company.




     1.7       The term “Compensation Committee” shall mean the Compensation Committee of the
Company.




     1.8       The term “Corporate Documents” shall mean the Company’s Certificate of Incorporation,
as amended and/or its Bylaws, as amended.




     1.9       The term “Effective Date” shall have the meaning set forth in the preamble.




     1.10       The term “Good Reason” shall have the meaning set forth in Section 4.4 herein.




     1.11       The term “Initial Term” shall have the meaning set forth in Section 2.2 herein.




     1.12       The term “Severance Benefit” shall have the meaning set forth in Section 4.8(a)(i)
herein.




     1.13       The term “Without Cause” shall have the meaning set forth in Section 4.3 herein.




     1.14       The term “Without Good Reason” shall have the meaning set forth in Section 4.5
herein.



 









 





ARTICLE TWO




POSITION & DUTIES




     2. Employment.



          2.1 Title. The
Employee shall serve as the Controller and Chief
Accounting Officer of the Company and agrees to perform services for the Company and such other
affiliates of the Company, as described in Section 2 herein. in
addition, you shall serve as an Assistant Secretary of the Company,
subject to election by the Company’s Board of Directors.




          2.2  Term.
The Employee’s employment shall be for an initial term of one (1) years (“Initial
Term”), commencing on the Effective Date. The Employee’s employment shall be automatically
extended on the day after the first  year anniversary of the Effective Date (“Automatic
Extension”), and on each second anniversary date thereof, for
additional one (1) year period
unless, with respect to any such Automatic Extension, Employee’s employment is terminated by
either party during the 60-day period prior to such anniversary date as provided in Article Four.




          2.3
 Duties and Responsibilities. The Employee shall report to the CFO and in his capacity as
an officer of the Company shall perform such duties and services as may be appropriate and as are
assigned to him by the CFO. During the term of this Agreement Employee shall, subject to the
direction of the CFO of the Company, oversee and direct the
operations of the Company’s accounting function; oversee and
assure compliance with the rules and regulations promulgated by the
United States Securities and Exchange Commission (including
compliance with Sarbanes-Oxley), and shall perform such duties as are
customarily performed by a controller of a company such as the Company or as are otherwise
delegated to him from time to time by the CFO or such other matters and projects as may from time
to time be reasonably assigned to him by the CFO. The Employee
understands that nothing herein shall be intended to limit any
reporting obligations that the Employee may have under law to either
the Company’s auditors or Board of Directors.




          2.4  Performance of Duties. During the term of the Agreement, except as otherwise approved by
the CFO or as provided below, the Employee agrees to devote his full business time, effort, skill
and attention to the affairs of the Company and its subsidiaries, will use his best efforts to
promote the interests of the Company, and will discharge his responsibilities in a diligent and
faithful manner, consistent with sound business practices. The foregoing shall not, however,
preclude Employee from devoting reasonable time, attention and energy in connection to serving as a director or a member of committee of any company or organization, if serving in such capacity does not involve any conflict with the business of the Company or any subsidiary and such other company or organization is not in competition, in any manner whatsoever, with the business of the Company or any of its subsidiaries; provided that such activities do not materially interfere with the
performance of his duties and services hereunder:




          2.5 Representations and Warranties of the Employees with Respect to Conflicts, Past Employers
and Corporate Opportunities. The Employees represents and warrants that:





     (a) his employment by the Company will not conflict with any obligations which he has to any
other person, firm or entity;



 









 






     (b) he has not brought to the Company (during the period before the signing of this Agreement)
and he will not bring to the Company any materials or documents of a former or present employer, or
any confidential information or property of any other person, firm or entity; and




     (c) he will not, without disclosure to and approval of the Board, directly or indirectly,
assist or have an active interest in (whether as a principal, stockholder, lender, employee,
officer, director, partner, venturer, consultant or otherwise) in any person, firm, partnership,
association, corporation or business organization, entity or enterprise that competes with or is
egaged in a business which is substantially similar to the business of the Company except that
ownership of not more than two percent (2%) of the outstanding securities of any class of any
publicly held entity shall not be deemed a violation of this
Section 2.5; provided, further that
any investment specifically listed on Schedule A shall not be deemed a violation of this Section
2.5.



          2.6  Activities and Interests with Companies Doing Business with the Company. In addition to
those activities and interests of Employee disclosed on
Schedule A attached hereto, Employee
shall promptly disclose to the Board, in accordance with the Company’s policies, full information
concerning any interests, direct or indirect, he holds (whether as a principal, stockholder,
lender, Employee, director, officer, partner, venturer, consultant or otherwise) in any business
which, as reasonably known to Employee, purchases or provides services or products to, the Company
or any of its subsidiaries, provided that the Employee need not disclose any such interest
resulting from ownership of not more than two (2%) of the outstanding securities of any class of
any publicly held entity.




          2.7  Other Business Opportunities. Nothing in this Agreement shall be deemed to preclude the
Employee from participating in other business opportunities if and to the extent that: (a) such
business opportunities are not directly competitive with, similar to the business of the Company,
or would otherwise be deemed to constitute an opportunity appropriate for the Company, (b) the
Employee’s activities with respect to such opportunities do not have a material adverse effect on
the performance of the Employee’s duties hereunder, and (c) the Employee’s activities with
respect to such opportunity have been fully disclosed in writing to the Board.




          2.8  Reporting Location. For purposes of this Agreement, the Employee’s reporting location
shall be Denver, Colorado, which shall include the metropolitan area within a 40 mile radius from
the Company’s current office.




 









 





ARTICLE THREE




COMPENSATION




     3. Compensation.



          3.1
 Base Salary. Employee shall receive an initial annual base
salary of One  Hundred
Ten Thousand Dollars ($110,000.00), payable bi-monthly in arrears (the “Base Salary”) and
subject to all federal, state, and municipal withholding requirements. The Base Salary shall be
reviewed by the CFO,  and CEO annually for any increase.




          3.2
 Cash Bonus. The Employee shall be eligible for a cash bonus
equal to an amount of up to fifty percent (50%) of his Base Salary in
2007 and up to one hundred percent (100%) of his Base Salary for each fiscal year thereafter (annualized for any
fiscal year consisting of less than 12 full months or with respect to which the Employee has been
employed by the Company for less than twelve (12) full months. Each Cash Bonus shall be paid no
later than the end of the third month of the fiscal year next following the fiscal year in respect
of which the Cash Bonus is awarded, unless the Employee shall elect to defer the receipt of such
Cash Bonus that may be approved by the Board from time to time.




          3.3  Equity-Based Compensation. The Employee shall be entitled to participate in all
equity-based compensation plans offered by the Company and as determined by the Board of Directors.
The Employee understands that as of the date of this Agreement, the only equity-based plan offered
by the Company is the 2005 Long-term Incentive Plan. Pursuant to the
terms of this Agreement, the Employee shall be entiled to a grant of
25,000 performance share units, for base objectives and 50,000 performance share units for stretch objectives, which grant will be governed by the parameters and
objectives according to the 2007 objectives established by the
Company’s Board of Directors. The Employee will be provided with
a separate grant notice that describes the vesting and various
operational aspects of the 2005 Long-term Incentive Plan.




          Notwithstanding
any other provision of this Agreement, effective December  1,
2006, the
Employee shall be entitled to a grant of 9,000 restricted shares of Teton common stock, which
shall vest over a period of three years and be subject to a restricted stock agreement in a form
substantially similar to the form of agreement in Exhibit B.




     Upon a Change of Control, all equity-based compensation will be treated in the same manner as
if Employee’s employment was terminated by the Company Without Cause.



          3.4
Participation In Benefit Plans.





     (a)
Retirement Plans. Employee shall be entitled to participate, without any waiting or
eligibility periods, in all qualified retirement plans provided to other Employee officers and
other key employees.




     (b)
Taxes. The Company shall pay, on a grossed-up basis for federal, state, and local income
taxes, the amount of any excise tax payable by Employee as a result of any payments triggered by
this Agreement, or other compensation agreements between Employee and the Company, or any of its
subsidiaries and any income tax payable by Employee as a result of any payments in Common Stock
triggered by this Agreement or other compensation agreements between Employee and the Company, or
any of its subsidiaries, except as might otherwise be provided such benefit plan.



 









 






     (c)  Life Insurance. The Employee shall be entitled to life insurance on terms consistent with
that provided to other senior Employees of the Company as may be authorized by the Board from time
to time.




     (d)  Employee Benefit Plans and Insurance. The Employee shall have the right to participate in
employee benefit plans and insurance programs of the Company that the Company may sponsor from time
to time and to receive customary Company benefits, if those benefits are so offered. Nothing herein
shall obligate the Employee to accept such benefits if and when they are offered.




     (e) Vacation.




     (i) The Employee shall be
 entitled to four (4) weeks of vacation per calendar year
commencing with the 2007 fiscal year, which
vacation level shall be reviewed by the CFO from time to time. No more than 1.5 times (1.5x)
Employee’s authorized annual vacation allocation may be accrued, at any given time. In the event
that Employee has reached his maximum authorized vacation allocation, accrual will not re-commence
until Employee uses some of his paid vacation credit and thereby brings the balance below his
maximum. Accrued paid vacation credit forfeited because of an excess balance can not be
retroactively reapplied.




     (ii) Pay will only be provided for any unused, accrued paid vacation credit at the time of
Employee’s separation from the business by the Company due to a reduction in force, by Employee
upon retirement, or upon the death of an employee, provided that Employee has been a regular
full-time employee for three calendar months prior to such event. Termination of employment for
Cause by the Company, or Employee’s resignation, will result in the forfeiture of any unused paid
vacation credit.




     (f)  Paid Holidays. The Employee shall be entitled to such paid holidays as are generally
available to all employees. As of the date of this Agreement, the Company’s employees are permitted
to observe ten (10) paid holidays.



          3.5
 Business-related Expenses.
Employee shall be entitled to reimbursement within a reasonable time for all properly documented and approved expenses for travel.
 The Company shall reimburse business expenses of Employee directly
related to Company business, including, but not limited to, airfare,
lodging, meals, travel expenses, medical expenses while traveling not
covered by insurance, business entertainment, expenses associated
with entertaining business persons, local expenses to governments or
governmental officials, tariffs, applicable taxes outside of the
United States, special expenses associated with travel to certain
countries,
supplemental life insurance or supplemental insurance of any kind or
special insurance rates or charges for travel outside the United
States (unless such insurance is being provided by the Company),
rental cars and insurance for rental cars, and any other expenses of
travel that are reasonable in nature or that have been otherwise
pre-approved. Employee shall be governed by the travel and
entertainment policy in effect at the Company.




          3.6  Severance Benefit. In the event that Employee’s employment is terminated, other than
for Cause, Employee shall receive compensation pursuant to Section 4.8 herein.




 









 





          3.7 Payroll Procedures and Policies. All payments required to be made by the Company to the
Employee pursuant to this Article Three shall be paid on a regular basis in accordance with the
Company’s normal payroll procedures and policies.




ARTICLE FOUR




TERMINATION OF EMPLOYMENT




          4.1
Death. The Employee’s employment shall terminate automatically upon the Employee’s death
during the Employment Term.




          4.2
Disability. If the Company determines in good faith that the Disability (as defined below)
of the Employee has occurred during the Employment Term, the Company may give the Employee notice
of its intention to terminate the Employee’s employment. In such event, the Employee’s employment
hereunder shall terminate effective on the 30th day after receipt of such notice by the Employee
(the “Disability Effective Date”); provided, that, within the 30-day period after such receipt, the
Employee shall not have returned to full-time performance of the Employee’s duties. For purposes
of this Agreement, “Disability” shall mean the absence of the Employee from the Employee’s duties
hereunder on a full-time basis for an aggregate of 180 days within any given period of 270
consecutive days (in addition to any statutorily required leave of absence and any leave of absence
approved by the Company) as a result of the incapacity of the Employee, despite any reasonable
accommodation required by law, due to bodily injury or disease or any other mental or physical
illness, which will, in the opinion of a physician selected by the Company or its insurers and
acceptable to the Employee or the Employee’s legal representative, be permanent and continuous
during the remainder of the Employee’s life.




          4.3
Termination by Company.




          (a) Termination for Cause.




          The Company may terminate the Employee’s employment hereunder for Cause (as defined below). For
purposes of this Agreement, “Cause” shall mean:





     (i) the willful and continued failure of the Employee to perform substantially the
Employee’s duties hereunder (other than any such failure resulting from bodily injury or disease
or any other incapacity due to mental or physical illness) after a written demand for substantial
performance is delivered to the Employee by the Board or the Chief Executive Officer or the Chief Financial Officer of the
Company, which specifically identifies the manner in which the Board
or the Chief Executive Officer or the Chief Financial Officer
of the Company believes the Employee has not substantially performed the Employee’s duties; or




     (ii) the willful engaging by the Employee in illegal conduct or gross misconduct that is
materially and demonstrably detrimental to the Company and/or its affiliated companies, monetarily
or otherwise.




     For purposes of this provision, no act, or failure to act, on the part of the
Employee shall be considered “willful” unless done, or omitted to be done, by the Employee in bad
faith or without reasonable belief that the Employee’s action or omission was in the best
interests of the Company. Any act, or failure to act, based upon



 









 




authority given pursuant to a
resolution duly adopted by the Board, upon the instructions of the Chief Employee Officer or
another senior officer of Company, or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the
best interests of the Company and its affiliated companies. The cessation of employment of the
Employee shall not be deemed to be for Cause unless and until there shall have been delivered to
the Employee a copy of a resolution duly adopted by the affirmative vote of not less than
two-thirds of the entire membership of the Board then in office at a meeting of the Board called
and held for such purpose (after reasonable notice is provided to the Employee and the Employee
is given an opportunity, together with counsel, to be heard before the Board) finding that, in the
good faith opinion of the Board, the Employee is guilty of the conduct described in subparagraph
(i) or (ii) above, and specifying the particulars thereof in detail.





     (iii) the Employee’s conviction of, or plea of nolo contendere to, any felony of theft,
fraud, embezzlement or violent crime.



          (b) Termination without Cause.




          All terminations by the Company that are not for Cause, or on the occasion of
the Employee death or disability, or that are not terminated during the 60-day
period prior to any anniversary date as provided in Section 2.2
or Section 4.4,
shall be considered Without Cause.




          4.4  Termination by Employee. The Employee may terminate the Employee’s
employment hereunder (x) at any time during the Employment Term for Good Reason
(as defined below) or (y) during the Window Period (as defined below) Without
Good Reason. For purposes of this Agreement, the “Window Period” shall mean the
30-day period immediately following the first anniversary of the Effective Date,
and “Good Reason” shall mean any of the following (without the Employee’s
express written consent):





     (a) The assignment to the Employee of any duties inconsistent in any
respect with the Employee’s position (including status, offices, titles and
reporting requirements), duties, functions, responsibilities or authority as
contemplated by Section 2.3 of this Agreement, or any other action by the
Company that results in a diminution in such position, duties, functions,
responsibilities or authority, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Employee;




     (b) Any failure by the Company to comply with any of the provisions of
Section 2.3 of this Agreement, other than an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Employee;




     (c) The Company’s requiring the Employee to be based at any office or
location other than as provided in Section 2.8 of this Agreement or the
Company’s
requiring the Employee to travel on the Company’s or its affiliated companies’
business to a substantially greater extent than during the three-year period
immediately preceding the Effective Date;




     (d) Any failure by the Company to comply with and satisfy Section 8.1 of
this Agreement; or



 









 





     (e) Any purported termination by the Company of the Employee’s employment
hereunder otherwise than as expressly permitted by this Agreement, and for
purposes of this Agreement, no such purported termination shall be effective.


For purposes of this Section 4.4, any good faith determination of “Good Reason”
made by the Employee shall be conclusive.




          4.5 Termination without Prejudice. The Company or Employee may terminate
this Agreement at any time during the 60-day period prior to the Automatic
Extension.




          4.6  Notice of Termination. Any termination of the Employee’s employment
hereunder by the Company or by the Employee (other than a termination pursuant
to Section 4.1) shall be communicated by a Notice of Termination (as defined
below) to the other party hereto. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which (a) indicates the specific termination
provision in this Agreement relied upon, (b) in the case of a termination for
Disability, Cause or Good Reason, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s
employment under the provision so indicated, and (c) specifies the Date of
Termination (as defined in Section 4.7 below); provided,
however, that
notwithstanding any provision in this Agreement to the contrary, a Notice of
Termination given in connection with a termination for Good Reason shall be
given by the Employee within a reasonable period of time, not to exceed
120 days, following the occurrence of the event giving rise to such right of
termination. The failure by the Company or the Employee to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of
Disability, Cause or Good Reason shall not waive any right of the Company or the
Employee hereunder or preclude the Company or the Employee from asserting such
fact or circumstance in enforcing the Company’s or the Employee’s rights
hereunder.




          4.7  Date of Termination. For purposes of this Agreement, the “Date of
Termination” shall mean the effective date of termination of the Employee’s
employment hereunder, which date shall be (a) if the Employee’s employment is
terminated by the Employee’s death, the date of the Employee’s death, (b) if
the Employee’s employment is terminated because of the Employee’s Disability,
the Disability Effective Date, (c) if the Employee’s employment is terminated
by the Company (or applicable affiliated company) for Cause or by the Employee
for Good Reason, the date on which the Notice of Termination is given, (d) if
the Employee’s employment is terminated pursuant to Section 2.2, the date on
which the Employment Term ends pursuant to Section 2.2 due to a party’s delivery
of a Notice of Termination thereunder, and (e) if the Employee’s employment is
terminated for any other reason, the date specified in the Notice of
Termination, which date shall in no event be earlier than the date such notice
is given; provided, however, that if within 30 days after any Notice of
Termination is given, the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties or by a final judgment, order or
decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected).




          4.8  Obligations of the Company upon Termination.





     (a)  Good Reason or During the Window Period; Other Than for Cause, Death or
Disability. If, during the Employment Term, the Company (or applicable
affiliated company) shall terminate the Employee’s employment hereunder other
than for Cause or Disability or the Employee shall terminate the Employee’s
employment either for Good Reason or Without Good Reason during the Window
Period:




     (i) the Company shall pay to the Employee (either in a lump sum or on in
equal monthly installments over a six-month period after



 









 




the Date of Termination,
at the Company’s option) the sum of (1) the that portion Employee’s Base Salary
that was not previously paid to the Employee from the last payment date through
the Date of Termination, and (2) an amount equal six months salary at the level
of the Employee’s Base Salary then in effect, (such six months amount is
hereinafter referred to as the “Severance Amount”);





     (ii) all stock options, stock appreciation rights, and restricted stock
shall immediately vest;




     (iii) all stock options and stock appreciation rights shall be payable in
Common Stock;




     (iv) all performance share units that would vest in the course of any
fiscal year shall vest on a pro rata basis; and




     (v) the Company shall pay, on a grossed-up basis (as determined in the same
manner as under Section 3.4(b) herein) the amount of any excise and income taxes
payable by Employee as a result of any payments in Common Stock triggered by
this Agreement, or other agreements between Employee and the Company, or any of
its subsidiaries.


To the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Employee any other amounts or benefits required to be paid or
provided or which the Employee is eligible to receive under any plan, program,
policy, practice or arrangement or contract or agreement of the Company and its
affiliated companies (such other amounts and benefits hereinafter referred to as
the “Other Benefits”).




            (b) Death. If the Employee’s employment is terminated by reason of the
Employees’s death during the Employment Term, this Agreement shall terminate
without further compensation obligations to the Employee’s legal
representatives under this Agreement, other than for (i) payment of Accrued
Obligations (which shall be paid to the Employee’s estate or beneficiary, as
applicable, in a lump sum in cash within 90 days of the Date of Termination) and
the timely payment or settlement of any other amount pursuant the Other Benefits
and (ii) treatment of all other compensation under existing plans as provided by
the terms and rules of those plans.




            (c) Disability. If the Employee’s employment is terminated by reason of
the Employees’s Disability during the Employment Term, this Agreement shall
terminate without further compensation obligations to the Employee, other than
for (i) payment of Accrued Obligations (which shall be paid to the Employee in
a lump sum in cash within 90 days of the Date of Termination) and the timely
payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other
compensation under existing plans as provided by the terms and rules of those
plans.




            (d)  Cause; Other than for Good Reason or During the Window Period. If the
Employees’s employment is terminated for Cause during the Employment Term, this
Agreement shall terminate without further compensation obligations to the
Employee other than the obligation to pay to the Employee Base Salary through
the Date of Termination plus the amount of any compensation previously deferred
by the Employee, in each case to the extent theretofore unpaid. If the
Employee voluntarily terminates the




 









 




Employee’s employment during the
Employment Term, excluding a termination either for (i) Good Reason or (ii)
Without Good Reason during the Window Period, this Agreement shall terminate
without further compensation obligations to the Employee, other than for the
that portion Employee’s Base Salary that was not previously paid to the
Employee from the last payment date through the effective date of the
Employee’s voluntary termination and the timely payment or provision of the
Other Benefits, as provided in any applicable plan, and the Employee shall have
no further obligations nor liability to Company. In such case, any amounts owed
to the Employee shall be paid to the Employee in a lump sum in cash within
90 days of the Date of Termination subject to applicable laws and regulations.




          4.9  Continuation of Payments During Disputes. The Parties agree that in the
case of:





   (a) termination which the Company contends is for Cause, but Employee
claims is not for Cause; or




   (b) termination by Employee under Section 4.4 herein,


the Company shall continue to pay all compensation due to Employee hereunder
until the resolution of such dispute, but the Company shall be entitled to
repayment of all sums so paid, if it ultimately shall be determined by a court
of competent jurisdiction, in a final non-appealable decision, that the
termination was for Cause or such termination by Employee was not authorized
under Section 4.4 herein, and all sums so repaid shall bear interest at the
prime rate as published in The Wall Street Journal on the date on which such
court makes such determination. Any such reimbursement of payments by Employee
shall not include any legal fees or other loss, costs, or expenses incurred by
the Company, notwithstanding any provision of the Indemnification Agreement,
which is attached as Exhibit A and is considered a part of this Agreement.




ARTICLE FIVE




INDEMNIFICATION




     5.  Indemnification. The Employee shall be indemnified and held harmless
pursuant to the terms and conditions set forth in the Indemnification Agreement
substantially in the form attached as Exhibit A hereto.



ARTICLE SIX




CONFIDENTIALITY




     6.  Confidentially; Non-Competition; and Non-Solicitation.



          6.1  Confidentiality. In consideration of employment by the Company and
Employee’s receipt of the salary and other benefits associated with Employee’s
employment, and in acknowledgment that (a) the Company is engaged in the oil and
gas business, (b) maintains secret and confidential information, (c) during the
course of Employee’s employment by the Company such secret or
confidential information may become known to Employee, and (d) full
protection of the Company’s business makes it essential that no
employee appropriate for his or her own use,. or disclose such secret
or




 









 




 confidential information, Employee
agrees that during the time of Employee’s employment and for a period of one
(1) year following the termination of Employee’s employment with the Company,
Employee agrees to hold in strict confidence and shall not, directly or
indirectly, disclose or reveal to any person, or use for his own personal
benefit or for the benefit of anyone else, any trade secrets, confidential
dealings, or other confidential or proprietary information of any kind, nature,
or description (whether or not acquired, learned, obtained, or developed by
Employee alone or in conjunction with others) belonging to or concerning the
Company or any of its subsidiaries, except (i) with the prior written consent of
the Company duly authorized by its Board, (ii) in the course of the proper
performance of Employee’s duties hereunder. (iii) for information (x) that
becomes generally available to the public other than as a result of unauthorized
disclosure by Employee or his affiliates or (y) that becomes available to
Employee on a nonconfidential basis from a source other than the Company or its
subsidiaries who is not bound by a duty of confidentiality, or other
contractual, legal, or fiduciary obligation, to the Company, or (iv) as required
by applicable law or legal process.




          6.2  Non-Competition. During Employee’s employment with the Company and for
so long as Employee receives any Severance Benefit or is receiving any
Severance Amount provided under this agreement in respect of the termination of
his employment, Employee shall not be engaged as an officer or Employee of, or
in any way be associated in a management or ownership capacity with any
corporation, company, partnership or other enterprise or venture which conducts
a business which is in direct competition with the business of the Company;
provided, however, that Employee may own not more than two percent (2%) of the
outstanding securities, or equivalent equity interests, of any class of any
corporation, company, partnership, or either enterprise that is in direct
competition with the business of the Company, which securities are listed on a
national securities exchange or traded in the over-the-counter market. For
purposes of this Agreement, a lump sum payment equivalent made to Employee
shall be judged in relation to his most recent annual base salary to determine
whether Employee is continuing to receive a Severance Benefit or Severance
Amount and shall be measured from the date such payment is received. It is
expressly agreed that the remedy at law for breach of this covenant is
inadequate and that injunctive relief shall be available to prevent the breach
thereof.




          6.3  Non-Solicitation. Employee also agrees that he will not, directly or
indirectly, during the term of his employment or within one (1) year after
termination of his employment for any reason, in any manner, encourage,
persuade, or induce any other employee of the Company to terminate his
employment, or any person or entity engaged by the Company to represent it to
terminate that relationship without the express written approval of the Company.
It is expressly agreed that the remedy at law for breach of this covenant is
inadequate and that injunctive relief shall be available to prevent the breach
thereof.




ARTICLE SEVEN




CHANGE OF CONTROL




     7. Certain
Definitions.



          7.1  Change of Control Effective Date. The “Change of Control Effective
Date” shall mean the first date during the Change of Control Period (as defined
in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in
this Agreement to the contrary, if a Change of Control occurs and if the
Employee’s employment with the Company (or applicable affiliated company) is
terminated prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Employee that such termination of employment
(i) was at the request of a third party who has taken steps reasonably
calculated to effect a Change of Control or (ii) otherwise arose
in connection with




 








 




or anticipation of a Change of Control, then for all purposes of this
Agreement the “Change of Control Effective Date” shall mean the date immediately
prior to the date of such termination of employment.




          7.2  Change of Control Period. The “Change of Control Period” shall mean the
period commencing on the date of this Agreement and ending on the third
anniversary of such date; provided, however, that commencing on the date one
year after the date hereof, and on each annual anniversary of such date (such
date and each annual anniversary thereof herein referred to as the “Renewal
Date”), the Change of Control Period shall be automatically extended so as to
terminate three years after such Renewal Date, unless at least 60 days prior to
the Renewal Date the Company shall give notice to the Employee that the Change
of Control Period shall not be so extended.




          7.3  Change of Control. For purposes of this Agreement, a “Change of
Control” shall mean:





     (a) the acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 15% or more of either (A) the then outstanding Common Shares the Company (the
“Outstanding Shares”) or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Voting Securities”);
provided, however, that for
purposes of this Subsection 7.3(a) the following acquisitions shall not
constitute a Change of Control: (w) Company-sponsored recapitalization that is
approved by the Incumbent Board, as defined below; (x) a capital raise initiated
by the Company where the Incumbent Board remains for at least at least 548 days
after the closing date of the raise, or (y) an acquisition of another company or
asset(s) initiated by the Company and where the Company’s shareholders
immediately after the transaction own at least 51% of the equity of the combined
concern; or




     (b) individuals who, as of the date of this Agreement, constitute the
Company’s Board (the “Incumbent Board”) cease for any reason to constitute a
majority of such Board of Directors; provided, however, that any individual
becoming a director of the Company shareholders subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders was
approved by a vote of a majority of the directors of the Company then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Company Board; or




     (c) consummation of a reorganization, merger, amalgamation or consolidation
of the Company, with or without approval by the shareholders of the Company, in
each case, unless, following such reorganization, merger, amalgamation or
consolidation, (i) more than 50% of, respectively, the then outstanding shares
of common stock (or equivalent security) of the company resulting from such
reorganization, merger, amalgamation or consolidation and the combined voting
power of the then outstanding voting securities of such company entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Shares and Outstanding
Voting Securities immediately prior to such reorganization, merger, amalgamation
or consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, amalgamation or consolidation,
of the



 









 






Outstanding Shares and Outstanding Voting Securities, as the case may be,
(ii) no Person (excluding a parent of the Company that may come into being after
the date of this Agreement through any transaction deliberately undertaken by
the Company after an affirmative vote of its Incumbent Directors and the Company
shareholders), any employee benefit plan (or related trust) of the Company or
such company resulting from such reorganization, merger, amalgamation or
consolidation, and any Person beneficially owning, immediately prior to such
reorganization, merger, amalgamation or consolidation, directly or indirectly,
15% or more of the Outstanding Shares or Outstanding Voting Securities, as the
case may be) beneficially owns, directly or indirectly. 15% or more of,
respectively, the then outstanding shares of common stock (or equivalent
security) of the company resulting from such reorganization, merger,
amalgamation or consolidation or the combined voting power of the then
outstanding voting securities of such company entitled to vote generally in the
election of directors, and (ii) a majority of the members of the board of
directors of the company resulting from such reorganization, merger,
amalgamation or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such reorganization,
merger, amalgamation or consolidation; or




     (d) consummation of a sale or other disposition of all or substantially all
the assets of the Company, with or without approval by the shareholders of the
Company, other than to a corporation, with respect to which following such sale
or other disposition, (i) more than 50% of, respectively, the then outstanding
shares of common stock (or equivalent security) of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Shares and Outstanding Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of the
Outstanding Shares and Outstanding Voting Securities, as the case may be,
(ii) no Person (excluding the Company, any employee benefit plan (or related
trust) of the Company or such corporation, and any Person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly, 15%
or more of the Outstanding Shares or Outstanding Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 15% or more of, respectively,
the then outstanding shares of common stock (or equivalent security) of such
corporation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors, and (C) a majority of the members of the board of directors of such
corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or action of the
Incumbent Board providing for such sale or other disposition of assets of the
Company; or




     (e) approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.



 









 





ARTICLE EIGHT




MISCELLANEOUS




     8.  Miscellaneous.



          8.1  Benefit. This Agreement shall inure to the benefit of and be binding
upon each of the Parties, and their respective successors. This Agreement shall
not be assignable by any Party without the prior written consent of the other
Party. The Company shall require any successor, whether direct or indirect, to
all or substantially all the business and/or assets of the Company to expressly
assume and agree to perform, by instrument in a form reasonably satisfactory to
Employee, this Agreement and any other agreements between Employee and the
Company or any of its subsidiaries, in the same manner and to the same extent as
the Company.




          8.2  Governing Law. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Colorado without resort to any
principle of conflict of laws that would require application of the laws of any
other jurisdiction; provided, however, that Delaware law shall govern with
respect to the Employee’s rights under a Change of Control under Article Seven
herein.




          8.3  Counterparts. This Agreement may be executed in counterparts and via
facsimile, each of which shall be deemed to constitute an original, but all of
which together shall constitute one and the same Agreement. Each such
counterpart shall become effective when one counterpart has been signed by each
Party thereto.




          8.4 Headings. The headings of the various articles and sections of this
Agreement are for convenience of reference only and shall not be deemed a part
of this Agreement or considered in construing the provisions thereof.




          8.5  Severability. Any term or provision of this Agreement that shall be
prohibited or declared invalid or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective only to the extent of such prohibition or
declaration, without invalidating the remaining terms and provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction, and if any term or provision of this Agreement is held by any
court of competent jurisdiction to be void, voidable, invalid or unenforceable
in any given circumstance or situation, then all other terms and provisions
hereof, being severable, shall remain in full force and effect in such
circumstance or situation, and such term or provision shall remain valid and in
effect in any other circumstances or situation.




          8.6  Construction. Use of the masculine pronoun herein shall be deemed to
refer to the feminine and neuter genders and the use of singular references
shall be deemed to include the plural and vice versa, as appropriate. No
inference in favor of or against any Party shall be drawn from the fact that
such Party or such Party’s counsel has drafted any portion of this Agreement.




          8.7  Equitable Remedies. The Parties hereto agree that, in the event of a
breach of this Agreement by either Party, the other Party, if not then in breach
of this Agreement, may be without an adequate remedy at law owing to the unique nature of the contemplated
relationship. In recognition thereof, in addition to (and not in lieu of) any
remedies at law that may be available to the non-breaching Party, the
non-breaching Party shall be entitled to obtain equitable relief, including the
remedies of specific performance and injunction, in the event of a breach of
this Agreement, by the Party in breach, and no attempt on the part of the
non-breaching Party to obtain such equitable relief shall be deemed to




 









 




constitute an election of remedies by the non-breaching Party that would
preclude the non-breaching Party from obtaining any remedies at law to which it
would otherwise be entitled.




          8.8  Attorney’s Fees. If any Party hereto shall bring an action at law or in
equity to enforce its rights under this Agreement, the prevailing Party in such
action shall be entitled to recover from the Party against whom enforcement is
sought its costs and expenses incurred in connection with such action (including
fees, disbursements and expenses of attorneys and costs of investigation). In
the event that Employee institutes any legal action to enforce Employee’s
legal rights hereunder, or to recover damages for breach of this Agreement,
Employee, if Employee prevails in whole or in part, shall be entitled to
recover from the Company reasonable attorneys’ fees and disbursements incurred
by Employee with respect to the claims or matters on which Employee has
prevailed.




          8.9  No Waiver. No failure, delay or omission of or by any Party in
exercising any right, power or remedy upon any breach or default of any other
Party, or otherwise, shall impair any such rights, powers or remedies of the
Party not in breach or default, nor shall it be construed to be a waiver of any
such right, power or remedy, or an acquiescence in any similar breach or
default; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of any Party of
any provisions of this Agreement must be in writing and be executed by the
Parties and shall be effective only to the extent specifically set forth in such
writing.




          8.10  Remedies Cumulative. All remedies provided in this Agreement, by law or
otherwise, shall be cumulative and not alternative.




          8.11  Amendment. This Agreement may be amended only by a writing signed by
all of the Parties hereto.




          8.12  Entire Contract. This Agreement and the documents and instruments
referred to herein constitute the entire contract between the parties to this
Agreement and supersede all other understandings, written or oral, with respect
to the subject matter of this Agreement.




          8.13  Survival. This Agreement shall constitute a binding obligation of the
Company and any successor thereto. Notwithstanding any other provision in this
Agreement, the obligations under Articles 5 and 6 shall survive termination of
this Agreement.




          8.14  Savings Clause. Notwithstanding any other provision of this Agreement,
if the indemnification provisions in Exhibit A  hereto or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Company shall nevertheless indemnify Employee as to Expenses, judgments,
fines, penalties and amounts paid in settlement with respect to any Proceeding
to the full extent permitted by any applicable portion of this Agreement that
shall not have been invalidated and to the fullest extent permitted by
applicable law.




          8.15  Modifications and Waivers. Notwithstanding any other provision of this
Agreement, the indemnification provisions in Exhibit A hereto and the Change of
Control provisions Article Seven herein, may be amended from time to time to
reflect changes in Delaware law or for other reasons.




          8.16  Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given (i) when
delivered by hand or (ii) if mailed by certified or registered mail with postage
prepaid, on the third day after the date on which it is so mailed:




 









 





          (a)        If to Employee:



      William P. Brand, Jr.

      8724 E. Phillips Place

      Centinnial, Colorado 80112




          (b)       If to the Company:



      Teton Energy Corporation

      410 17th Street — Suite 1850

      Denver, CO 80202

      Attn: CEO



or to such other address as may have been furnished to Employee by the Company
or to the Company by Employee, as the case may be.




          8.17
No Limitation. Notwithstanding any other provision of this Agreement,
for avoidance of doubt, the parties confirm that the foregoing does not apply to
or limit Employee’s rights under Delaware law or the Company’s Corporate
Documents.




          IN WITNESS WHEREOF, the parties have set their hands and seals hereunto on the
date first above written.




	 	 	 
	Teton Energy Corporation

	 	EMPLOYEE
	 
	 	 
	By:
/s/ Bill I. Pennington

	 	By: /s/ William P. Brand, Jr.
	 

	 	 

	Name: Bill I. Pennington

Title: Employee Vice President & CFO

	 	Name: William P. Brand, Jr.







 










 






Schedule A




Outside Activities

William P. Brand, Jr.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date Hired	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	or	 	 	 	 	 	 	 	 	 	 	Annual Time	 
	Company or	 	Nature of	 	 	Commenced	 	 	 	 	 	 	 	 	 	 	Commitment, (time	 
	Project Name	 	Business	 	 	Involvement	 	 	Position	 	 	Compensation	 	 	away from office)	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Dated:
December 1, 2006




	 	 	 	 	 	 	 	 	 
	Initials: Employee:

	 	 	 	Company:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





 









 





Exhibit A


Indemnification Agreement




 









 





Exhibit B




Form of Restricted Stock Agreement